Holding meetings¶
What are the requirements for a valid meeting?¶
1There are roughly 4 requirements that must be met for a valid meeting to be held:
there must be authority to hold the meeting
proper notice needs to be given of the meeting
there must be a quorum present at the meeting
the meeting must be presided over by a Chair[1]
2In this chapter, we will examine each of these in turn.
3There are also a number of other more obscure technical requirements for a meeting – for example, that it must not be an ‘unlawful meeting’, and there must be an ‘intention’ to hold a meeting. We reserve these discussions for the legal textbooks.[2]
Notice (and agenda)¶
Notice must be given¶
11Notice that a meeting will be held must be given to meeting participants. Unless the rules otherwise provide, the notice must be given to every member of the body.[8]
12The notice must contain, at a minimum:
the time and place of the meeting[9]
the general nature of the business to be transacted[10]
a reference to whose authority the notice is given under[11] – for example, ‘By order of the Board’
13The reference to ‘general nature’ means that, unless the rules otherwise provide, it is not necessary to exactly describe every particular motion or matter that will be considered.[12]
Notice defines the scope of the meeting¶
14The business described in the notice defines the permissible scope of the meeting, and the meeting may not then deal with matters outside that scope.[13] Unless the rules require stricter notice, the inclusion of ‘other business’ or ‘general business’ in the notice enables routine or minor items to be considered.[14]
How must notice be given?¶
15The notice must be given in a way that can ‘reasonably be expected to come to the attention’ of the members. The notice must be received sufficiently in advance to enable members a ‘reasonable opportunity’ to attend.[15]
16The notice is usually given in writing. However, unless the rules require it, written notice is not required at common law, and notice could instead be given, for example, orally or by telephone.[16]
17In addition, the rules of a body generally prescribe a certain minimum time between the sending of the notice and the date of the meeting. When the rules prescribe a certain number of ‘days’ (or ‘clear days’) notice, that is exclusive of both the day of issuing the notice and the day of the meeting. Weekends and holidays are counted as ordinary days.[17]
Notice of regular meetings¶
18If meetings are held frequently, at regular intervals – for example, as is the practice of many boards or committees – individual notice of every meeting does not need to be given, so long as all members of the body, including new members, understand and agree.[18]
Inability to cancel or amend notice¶
19At common law, once notice is given of a meeting, the meeting cannot be cancelled, and the notice cannot be amended, unless this is specifically permitted by the rules.[19]
20As this may be a convenient power to have, the author recommends that a body's standing orders should enable notice of a meeting to be cancelled or amended.
Defective notice¶
21As with authority, requirements regarding notice are applied by courts strictly, and all requirements should be observed, or the meeting may be invalid.[6]
22However, if all members of the body are present at the meeting and agree to waive the absence of proper notice, the meeting is deemed valid as regards notice.[20]
Agenda¶
23The agenda[21] (or agenda paper) is a document setting out specifically the order and items of business to be discussed at a meeting. The agenda is a separate concept to the notice, and there is no requirement at common law to prepare an agenda,[22] but it is usual that an agenda be sent (if available at that time) with notice of a meeting.
24The typical items appearing on an agenda are described in more detail in ‘The order of business’.
Quorum¶
25The quorum is the minimum number of people who must be present at a meeting in order for the meeting to be valid. A meeting with insufficient attendees is known as inquorate, and the meeting is said to have lapsed.
26The rules of a body should specify what the quorum for its meetings is. If no quorum is specified, then at common law:
for a general meeting of a corporation, the quorum is a majority of the members of the corporation[23]
for a general meeting of an unincorporated association, the quorum is the entire membership of the association (unless there is a longstanding custom to the contrary)[24]
for a committee, the quorum is the entire membership of the committee[25]
27If proxy voting is permitted, then unless the rules provide otherwise, proxies are not considered in determining whether a quorum is present – only those personally present are counted towards the quorum.[26]
28If proxy voting is permitted, the rules do permit proxies to be counted towards quorum, and the quorum is more than 1, then unless the rules otherwise provide, there must still be at least 2 people personally present. This is based on the general principle that a meeting must consist of more than 1 person.[26]
29If certain members are prohibited by the rules from voting on a matter, those members do not count towards the quorum during that matter.[27]
30Some rules, including the former Companies Act 1981 (Cth),[28] provide that a quorum is required ‘at the time when the meeting proceeds to business’. Under such a rule, a meeting that commences with a quorum may validly continue even if quorum is later lost.[29]
31However, in the absence of such a rule, the general rule is that the quorum must be present at all times throughout the meeting,[30] and any business conducted without a quorum present will be invalid.[31] As soon as it is discovered that quorum has been lost, the Chair should close (or, if permitted under the rules, adjourn) the meeting.[32]
Chair¶
32Every meeting must be presided over at all times by a presiding officer, who exercises procedural control.[33] The presiding officer is generally known as the President or, more generally, Chair (or Chairman, Chairwoman or Chairperson). When addressing the presiding officer directly, they are traditionally addressed Mister Chair or Madam Chair, though the author prefers the simple Chair.[34]
33In this book, we use the term Chair to refer to the person who chairs a meeting, and, when necessary to make a distinction, the term chair to refer to the seat or office occupied by the Chair.[35]
Who is the Chair?¶
34The rules of the body should specify who is to be the Chair of its meetings, or how the Chair is to be appointed or elected. If the rules do not specify, or the Chair is absent, the first item of business will be to elect a Chair.[36]
35Procedures for conducting an election are described in greater detail in ‘Elections’.
Role of the Chair¶
36The Chair has the responsibility, among other things, for:
being satisfied that the meeting is validly convened and that a quorum is present at the outset
ensuring a quorum is present throughout the meeting, if one is required
administering proceedings in accordance with the rules and conventions that apply to the meeting
recognising members who wish to speak, and controlling the right to speak
maintaining order and decorum
ruling on procedural questions and disagreements
administering votes and determining the outcome of votes[37]
37The role of the Chair in each of these areas is explored in greater detail in following chapters.
38The Chair, when discharging these duties, should be regarded as a servant of the meeting, not as its ruler. The Chair should be impartial, and act in a bona fide way on every issue. It is highly improper for a Chair to misuse their power to pursue their personal agenda.
39To this end, the Chair should avoid participating in debate (except in occasional circumstances, such as to offer factual information, or keep the discussion on topic), and should avoid moving or seconding motions (unless the subject is completely uncontentious).
Failure to discharge duties¶
40If the Chair fails to discharge their duties correctly, it is open to members to raise a point of order, move dissent or, if absolutely necessary, move to replace the chair.
41One would hope that the situation would never become so severe as to require even further escalation, but it could be that the Chair improperly refuses to accept these recourses. Courts have held that, without authority from the rules, the Chair ‘cannot refuse to put motions which are in order under those rules’.[38]
42There does not appear to be any Australian authority on what can be done (other than commence legal action) if the Chair does refuse, but North American authorities provide that if the Chair ignores a point of order or appeal (dissent) made by a member, the member may themselves put the question to the meeting.[39]
43If it comes to be that the Chair improperly purports to adjourn the meeting and leave, despite a clearly indicated intention by members to dissent and continue the meeting, the purported adjournment will be invalid, and the meeting may elect a new Chair and continue.[40]
Footnotes
